Allison drives away from the dungeon, remembering Kate turning on the electricity to the torture device she has connected to Derek's stomach. She recalls Derek's screams. Allison had asked if the electrocution would kill him, and Kate told her not to get all ethical. Allison asks what he is, and Kate laughs, "Shape-shifter, lycaon, Werewolf. To me he's just another dumb animal." Kate pried open Derek's mouth to show Allison his teeth and told her that gentle herbivores don't have such things. Allison had questioned Kate's attitude. And now she's near tears thinking about it.

Allison asked Kate if it was Derek at all the animal attacks, and Kate told her there were 3 werewolves, another beta like Derek and an alpha, which is bigger, stronger, and nastier. Kate led her out of the dungeon, and Allison asked her when her parents were going to tell her. Kate replies that her parents hadn't even decided if they were going to tell her.

Allison gets pulled over for speeding.

Kate told her that where her parents saw a frightened girl, she sees natural hunter talent. She told Allison to keep going with her life and try to be a normal teenager. The winter formal is Friday night. Kate told Allison that she's going to help her catch the second beta.

An officer approaches Allison's car. It's Sheriff Stilinski. He can see that she's crying and asks if she's okay. Tearfully, she apologizes for going so fast. 75 in a 25 in a construction zone. She realizes that it must look like she's trying to get out of a ticket and asks him to write her one to show that she's not trying to manipulate him. She says multiple times that this is not her, she doesn't cry and get upset like this. He can tell something deeper is going on, but doesn't know what. She calms herself down, and he asks if he still has to write her a ticket.

Scott wakes up on Deaton's exam table and hops to his feet. Deaton pats him on the chest and suggests he sit down. Someone comes into the clinic, and Scott tries to warn Deaton that it's Peter, but Deaton goes out to tell Peter that they're closed. Peter tells him he's there to pick up. "I'm not sure I remember you dropping off," Deaton replies. They speak to each other as though they're really talking about a pet, but Deaton doesn't give any ground. Peter tries to walk into the back room, but the gate between him and Deaton is made of mountain ash, and he is unable to cross the barrier. He throws a chair in anger, but Deaton doesn't flinch. "Let me be as clear as possible. We. Are. Closed." Peter takes his leave, but he tells Scott that there are other, more vulnerable people who can help him get what he wants.

Scott thinks he means Allison.

Scott tears apart his room looking for his phone. Stiles sighs in frustration and asks why he can't get another new phone. Scott tells him he can't afford one and says that he can't do this alone and needs to find Derek. Stiles points out that he exists, therefore Scott isn't alone, and that Derek is likely dead because he walked into gunfire. Scott tells him that the Argents are going to use Derek to get Peter, and Stiles thinks that that sounds like a great plan that they should just allow to happen. "Not if Peter is going after Allison to find Derek!" Since Scott can't protect Allison on his own, he needs to find Derek first.

Stiles suggests that Scott lost his phone while fighting with Derek, when Derek was going to kill Jackson.† Scott insists that Derek wasn't going to kill anyone. "And I'm not going to let him die." Stiles makes a face. "Could you at least think about letting him die? For me?" Scott stops when he hears his mom's car pull up outside. She calls Peter and leaves him a cute and embarrassing voicemail. Scott listens to her leave the message, and based on his expression, Stiles asks if she's okay. Scott shakes his head. He tells him that she's crying.

Scott drops onto his bed, and Stiles tells him that he can't protect everyone, but Scott insists that he has to.

Back in Kate's dungeon, she rifles through Derek's clothes and steals the money from his wallet. She tries to get him to turn over Peter, but he just hangs mutely from his chains. She pulls out his NY driver's license, and holds it up next to him. "Look at that sour face." His DOB on his license reads 11-07-88, which would make him 22, turning 23 later this year. He would have been 16 or 17 at the time of the fire.

Kate taunts him. "Bet you always used to have people coming up to you saying, 'Smile, Derek. Why don't you smile more?' Don't you wanna just kick those peope in the face?" He opens his eyes then and glares at her, like that's exactly what he's thinking. "I can think of one." She asks him if he promises to fight, because if he's going to be that much fun she'll let him go. She grabs his phone (really Scott's phone) and starts looking through it for clues, telling him how much she hates the detective work. Derek asks if she's going to torture him or just keep talking.

She tells him that she doesn't want to torture him, she just wants to catch up. "Remember all the fun we had together?" "Like the time you burned my family alive?" She comes up to him and says that she was thinking more about the hot, crazy sex they had, which given his age is an admission to statutory rape. She licks a line up his midsection, and his bites at her. His reaction has the hallmarks of a PTSD episode to it, in the way he pants and shakes in fear, trying to control himself even after she's stopped touching him. Another hunter enters, who does plan to torture him.

It is night time again, and Scott is keeping watch outside Allison's window. He's having trouble staying awake and eventually falls asleep and falls off the roof.

In the locker room, Coach Bobby Finstock tells Scott that he can't go to the formal because he's failing 3 classes. He should have been cut from the team, but Finstock told them he'd sooner cut off his last remaining testicle than cut his best player. Scott asks if not being allowed to go to the formal is a compromise, and Finstock tells him it is. Scott annouces that he quits, but the Coach just laughs.

Scott then asks Jackson to take Allison to the dance. Jackson tells him to go screw himself. Scott points out that he got shot saving Jackson's life, but when Jackson asks for proof, Scott can't give him any because the wound healed. Scott begs, but Jackson suggests having Allison's dad watch over her if the danger is so great. Scott obviously can't, though, without giving himself away. Jackson says it isn't his problem, but Scott doesn't believe that Jackson could have spent so much time getting to know her without coming to like her. "You can't tell me that you don't care if she gets hurt." But, in fact, that's basically what Jackson says. After he leaves, Stiles tells Scott that "I told you so" isn't nearly strong enough for this situation.

Scott tries a different tactic. He wolfs out and scares the crap out of Jackson. Next we see, Jackson is sweating and plastering on a fake smile and asking Allison when he should pick her up for the dance tomorrow. She asks him if he's okay, and he insists that not only is he great, he's just excited for the dance! As friends! Scott and Stiles watch him from around the corner. Stiles assures Scott that he's still going, so he can keep an eye on things. Scott tells him that he still plans to go, too.

Lydia and Allison go to the Macy's to go dress shopping. Lydia tells Allison to smile because she's buying her her dress as an apology for kissing Scott. Allison tells her that her apology is not complete. She wants Lydia to cancel on whatever jock she invited and go with someone else. Allison looks straight at Stiles, who is sniffing perfumes at the perfume counter. Lydia scowls, but they pick up Stiles and take him shopping. Lydia loads him up with dresses as he follows her around.

Peter appears behind Allison while she's shopping. He tells her that the dress she's holding doesn't suit her skin tone. "Because I'm pale," she says. He corrects her to, "Fair. You can't call skin like yours pale. Not skin that perfect." She laughs and tries to act like it's not totally weird, but then he grabs her hand and compares it to one of the dresses on the rack. She's clearly uncomfortable, but he keeps talking to her, and she doesn't try to stop him. Then an announcement comes over the loudspeaker that Allison's car is being towed and she runs off. Scott was in the Macy's keeping an eye on her. Peter doesn't know where he's hiding, but he tells him that he continues to be impressed with Scott's ingenuity.

Kate listens to a voicemail from her brother asking where she is. She tells Derek that if he isn't going to talk, she's going to have to kill him. She asks him if he told Laura the truth about the fire. She asks him if he told anyone, and he looks like he's going to cry. "Oh, sweetie, that's just a lot of guilt to keep buried. It's not all your fault you got tricked by a pretty face. It happens!" She taunts him more, but before she turns on the electricity, she makes the connection between her and Derek and Scott and Allison. Derek doesn't say anything as she figures it out. He just tries to hold all his emotions in.

Friday night, Scott hurries to get dressed in his borrowed, duct-taped suit. Melissa assures him that no one will notice the tape. When he turns around to check if everything is okay, they notice that the pants are split. Scott freaks, and Melissa order him to take the pants off. As she sews, she asks Scott if his date is coming there, because she needs the car. Scott tells her that he's going stag because there are no other girls besides Allison. She asks him if he really feels that way, and Scott describes how seeing her makes him feel like someone dug a hole in his chest. Melissa assures him that the feeling will go away, but he says he doesn't want it to. She says he has to tell Allison how he feels. "Women love words." She lists the ways he could tell her and advises that he tell her the truth and anything else he wants. Melissa finishes sewing and sends him on his way.

Jackson pulls into a parking lot at the school and takes a shot of vodka before getting out of the car. He offers Allison some, but she doesn't take it. She asks Jackson if he knows if Scott's coming, and he tells her that he knows he's not allowed to because of academic probation. Allison fixes her makeup and tries to steel herself for the evening. Stiles and Lydia pull up in Stiles's Jeep. Just before getting out of the car, Allison spots Scott sneaking along the top of the school looking for a way in. She smiles.

Lydia tells Jackson that he looks handsome, and he replies, "Obviously. It's Hugo Boss." And then saunters off, leaving Lydia with Stiles. "I don't care. I don't want compliments. I will not fall prey to society's desire to turn girls into emotionally insecure neurotics who pull up their dress at the first flattering remark." Stiles just looks at her and says, "Well I think you look beautiful." She smiles, and he offers her his arm.

Inside the dance, Scott watches from the edges of the room. He sees Jackson sharing the vodka with Danny and another guy and spots Finstock on the other side of the room. Scott also briefly spots Peter in the crowd, but he quickly vanishes. Lydia and Stiles are sitting at a table, not really talking. Finally, he sees Allison standing next to Jackson. She asks Jackson if he wants to dance, and he answers by asking if he has to. He gives in and offers her his arm. Jackson brings Allison over to where Stiles and Lydia are and makes a point to start dancing in front of them.

Stiles asks Lydia if she wants to dance, but she says, "Pass." So he tries again. "Lydia, get off your cute little ass and dance with me. Now." She compliments on him tactic but still goes with no. "Lydia. Get up! You're going to dance with me. I don't care that you made out with my best friend over some weird poewr thing. I don't-- Lydia, I've had a crush on you since the third grade. And I know that somewhere inside that cold, lifeless exterior, there's an actual human soul. And I'm also pretty sure that I'm the only one who knows how smart you really are. And that once you're done pretending to be a nitwit, you'll eventually go off and write some insane mathematical theorem that wins you the Nobel Prize." She gives him a stunned and touched look. "Fields Medal," she says, getting up. "Nobel doesn't have a prize for mathematics. The Fields Medal's the one I'll be winning." And then she takes him onto the dance floor.

Scott smiles at Stiles's success, but then Finstock sees him and shouts across the room. Finstock chases him down. Scott hides in the crowd and then rushes up to Danny. "Danny! Danny, dance with me." Danny says no, but Scott hauls him to his feet and pulls him onto the dance floor. Finstock finds Scott holding Danny, and it suddenly looks like he's yelling at them for being gay. The music stops, and everyone stares. Scott hugs Danny a little closer. "Yes, Coach?" Finstock starts to laugh because he knows what this looks like. Allison laughs because she knows what Scott's just done. Finstock tells everyone to start dancing again, and Scott tells Danny he owes him. Danny's date looks confused, and Danny just takes a drink without saying anything.

Scott hurries over to Allison. "Yes, I would love to dance with you," she tells him.

Drunk, Jackson wanders outside alone. As he approaches some trees, sees a red glow in the darkness that looks like eyes.

As Lydia slow-dances with Stiles, she looks around the room, worried. She tells him she needs to take a little break, but he knows she wants to go find Jackson. He's hurt, but he follows her off the dance floor.

Outside, Jackson is looking for Peter. He falls to the ground and tells him that he wants to be like him, be one of them. But it turns out that there are hunters in the woods instead and the red dots were from their laser scopes. "Unfortunately, Jackson, I don't think I can give you what you want," Chris says, "but I have a feeling you might be able to help me."

Allison looks up at Scott and asks him what he's smiling about. "It's just hard not to look at you." She smiles. "I like when you look at me." He tells her about a funny memory and then says he has to tell her something. She thinks it's about the car accident that Stiles had†, but he tells her it's about Derek and everything she was trying to tell him. She says that he can forget about that, but he tells her that he believes her. She says that she learned some new things now and that everything is different.

Jackson leads Chris back toward the formal and asks him to promise that he won't hurt Scott. "Of course not, he's just a kid." Jackson heads inside as Lydia heads out a different door looking for him.

Scott tells Allison that she wasn't wrong, but she insists that she was saying crazy things. He asks her to let him talk. The slow dance ends and the music shifts. Scott looks apologetic for having raised his voice, so he kisses her instead. "Why did you do that?" she saks. "Because I love you," he replies.

Jackson runs into Stiles, and Stiles asks him if Lydia found him. Jackson can barely speak as he tries to tell Stiles what he did.

Lydia goes out onto the lacrosse field looking for Jackson. The field lights start turning on, and she turns around, confused. She can't tell who the person is walking toward her, but it turns out to be Peter. Stiles comes running for her at top speed, telling her to run, but Peter is already too close. Lydia drops to the ground, bloody, and Stiles slides to a stop next to her. He begs Peter not to kill her, and Peter grants him his wish. "Just tell me how to find Derek." "I don't know that. How would I know that?" Stiles asks, terrified. "Because you're the clever one, aren't you? And because deception has a particularly acrid scent, Stiles." Stiles tells him that he thinks Derek knew he was going to be caught and stole Scott's phone while they were fighting, so he could be found via GPS.

Allison leads Scott out of the school and into the parking lot between some buses. They kiss more, but Scott won't let her lead him onto a bus. She goes in without him, smiling at him through the windows. He decides to go join her when Chris pulls up in his SUV. Antoher SUV blocks him in from the other side. The trucks race at each other, aiming to crush Scott, and he leaps into the air, landing on their hoods. When he looks up at Allison, he's shifted.